US Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 2005
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Commission File Number 000-28789
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Falcon Ridge Development Inc.
(formerly known as PocketSpec Technologies Inc.)
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 84-1461919
------------------------------ -------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
5111 Juan Tabo Boulevard N.E. Albuquerque, New Mexico 87111
----------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (505) 856-6043
--------------
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
As of July 31, 2005, registrant had outstanding 752,507,441 shares of the
registrant's common stock, and the aggregate market value of such shares held by
non-affiliates of the registrant (based upon the closing bid price of such
shares as listed on the Over-the-Counter Bulletin Board on July 31, 2005) was
approximately $740,000.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements............................................... F-1
Item 2. Management's Discussion and Analysis and Plan of Operation......... 8
Item 3. Controls and Procedures........................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................. 11
Item 2. Changes in Securities............................................. 11
Item 3. Defaults Upon Senior Securities................................... 11
Item 4. Submission of Matters to a Vote of Security Holders............... 11
Item 5. Other Information................................................. 12
Item 6. Exhibits and Reports on Form 8-K.................................. 12
Signatures........................................................ 13
2
PART I. FINANCIAL INFORMATION
All references to "us", "we", or "the Company" refer to Falcon Ridge
Development Inc., and its subsidiaries.
ITEM 1. FINANCIAL STATEMENTS
FALCON RIDGE DEVELOPMENT INC.
(FORMERLY POCKETSPEC TECHNOLOGIES, INC.)
Index to Financial Statements
(Unaudited)
Page
-----
Balance Sheet at June 30, 2005 .......................................... F-1
Statements of Operations, for the three months and six months
ended June 30, 2005 and 2004 ....................................... F-2
Statements of Shareholders Deficit for the period
from January 1, 2005 through June 30, 2005 ......................... F-3
Statements of Cash Flows, for the six months ended June 30, 2005 and 2004 F-4
Notes to Financial Statements ........................................... F-5
FALCON RIDGE DEVELOPMENT INC.
(FORMERLY POCKETSPEC TECHNOLOGIES, INC.)
Balance Sheet
June 30, 2005
(Unaudited)
(Restated)
-----------
Assets
Current Assets:
Cash and cash equivalents .................................... $ 140,618
Land and development costs (Note 4) .......................... 1,161,134
-----------
Total current assets .......................... 1,301,752
Equipment, net of accumulated depreciation ....................... 7,577
-----------
Total assets .................................. $ 1,309,329
===========
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable and accrued liabilities ..................... $ 279,619
Indebtedness to related party ................................ 529,305
Deferred revenue ............................................. 177,714
Notes payable ................................................ 552,554
-----------
Total liabilities ............................. 1,539,192
-----------
Shareholders' deficit:
Common stock, $0.001 par value, 900,000,000 shares
authorized, 137,265,372 shares issued and
outstanding ............................................... 137,265
Additional paid-in capital ................................... 210,644
Retained deficit ............................................. (577,772)
-----------
Total shareholders' deficit ................... 229,803)
-----------
Total liabilities and shareholders' deficit ... $ 1,309,329
===========
See accompanying notes to financial statements
F-1
FALCON RIDGE DEVELOPMENT INC.
(FORMERLY POCKETSPEC TECHNOLOGIES, INC.)
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
2005 2004 2005 2004
------------- ------------- ------------- -------------
(Restated) (Restated)
Real estate sales:
Net sales ............................... $ 2, 808,159 $ 711,680 $ 5,824,945 $ 1,332,311
Costs of sales .......................... (2,390,709) (785,587) (5,261,696) (1,432,180)
------------- ------------- ------------- -------------
Gross profit (loss) .......... 417,450 (73,907) 563,249 (99,869)
Selling, general and administrative expenses 174,646 15,441 191,490 19,897
------------- ------------- ------------- -------------
Operating income (loss) ...... 242,804 (89,348) 521,759 (119,766)
------------- ------------- ------------- -------------
Net income (loss) ............ 242,804 (89,348) 371,759 (119,766)
------------- ------------- ------------- -------------
Pro forma adjustments:
Members' distributions .................. (15,000) (157,909) (30,000) (315,817)
Income taxes ............................ -- -- (96,918) --
------------- ------------- ------------- -------------
Pro forma net income (loss) .. $ 227,804 $ (247,257) $ 244,841 $ (435,583)
============= ============= ============= =============
Net income (loss) per share ................. $ 0.00 $ (0.00) $ 0.00 $ (0.00)
============= ============= ============= =============
Pro forma net income (loss) per share ....... $ 0.00 $ (0.00) $ 0.00 $ (0.00)
============= ============= ============= =============
Weighted average number of shares outstanding 118,632,686 100,000,000 110,647,249 100,000,000
============= ============= ============= =============
See accompanying notes to financial statements
F-2
FALCON RIDGE DEVELOPMENT INC.
(FORMERLY POCKETSPEC TECHNOLOGIES, INC.)
Statement of Changes in Shareholders' Deficit
(Unaudited)
Common Stock Additional
------------------------- paid-in Retained
Shares Par value capital deficit Total
----------- ----------- ----------- ----------- -----------
(Restated) (Restated)
Balance at
January 1, 2005 .................... 100,000,000 $ 100,000 $ 210,644 $ (882,289) $ (571,645)
Dividend distribution .................. -- -- -- (30,000) (30,000)
Merger with PocketSpec
Technologies, Inc (Note 1) ......... 37,265,372 37,265 -- (37,242) 23
Net income ............................. -- -- -- 371,759 371,759
----------- ----------- ----------- ----------- -----------
Balance at
June 30, 2005 ...................... 137,265,372 $ 137,265 $ 210,644 $ (577,772) $ (229,863)
=========== =========== =========== =========== ===========
See accompanying notes to financial statements
F-3
FALCON RIDGE DEVELOPMENT INC.
(FORMERLY POCKETSPEC TECHNOLOGIES, INC.)
Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
-------------------------
2005 2004
----------- -----------
(Restated)
Cash flows from operating activities:
Net income (loss) ....................................................... $ 371,579 $ (119,766)
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Changes in operating assets and liabilities,
excluding effects of business combinations:
Land development costs .......................................... 3,523,422 352,188
Other receivables ............................................... -- (10,201)
Other current assets ............................................ 45,461 94,712
Acquisition and development notes ............................... (3,868,625) (331,916)
Accounts payable ................................................ (344,920) 59,365
Builders deposit ................................................ (138,000) (11,000)
----------- -----------
Net cash (used in) provided by
operating activities ...................................... (410,903) 33,382
----------- -----------
Cash flows from investing activities:
Acquisition of equipment and leasehold improvements ..................... (7,577) --
----------- -----------
Net cash used in
investing activities ...................................... (7,577) --
----------- -----------
Cash flows from financing activities:
Proceeds from related party loan ........................................ 416,000 170,000
Proceeds from acquisition and development notes payable ................. 430,822 1,040,348
Repayments of related party loan ........................................ -- (170,000)
Repayments of acquistion and development notes payable .................. (416,558) (1,040,348)
Distributions paid ...................................................... (30,000) --
----------- -----------
Net cash provided by
financing activities ...................................... 400,264 --
----------- -----------
Net change in cash and
cash equivalents .......................................... (18,216) 33,382
Cash and cash equivalents:
Beginning of period ..................................................... 158,834 27,589
----------- -----------
End of period ........................................................... $ 140,618 $ 60,971
=========== ===========
Supplemental disclosure of cash flow information: Cash paid during the period
for:
Income taxes .......................................................... $ -- $ --
=========== ===========
Interest .............................................................. $ 76,256 $ 43,246
=========== ===========
See accompanying notes to financial statements
F-4
FALCON RIDGE DEVELOPMENT INC.
(FORMERLY POCKETSPEC TECHNOLOGIES, INC.)
Notes to Condensed Financial Statements
(Unaudited)
Note 1: Basis of presentation
The condensed financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its Form 10-KSB with
financial statements dated January 31, 2005, and should be read in conjunction
with the notes thereto.
In management's opinion, all adjustments (consisting only of normal recurring
adjustments) which are necessary to provide a fair presentation of operating
results for the interim period presented have been made. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Financial data presented herein are unaudited.
The financial results during the three and six months ended June 30, 2005 and
2004 presents the result of operations of Falcon Ridge Development Inc.
(formerly Sierra Norte, LLC) and does not include the financial results of
PocketSpec Technologies, Inc.
Note 2: Related party
During the six months ended June 30, 2005, a principal member advanced the
Company $266,000 for working capital purposes. At June 30, 2005, the balance of
$266,000 remained outstanding and included as indebtedness to related party in
the accompanying financial statements.
During the six months ended June 30, 2005, a $150,000 loan by our CFO was made
to us to omplete the Sierra Norte acquisition.
During the six months ended June 30, 2005, a family member of an affiliate of
the Company purchased a property lot from the Company valued at approximately
$5,000. This person also paid associated fees of approximately $3,000.
The Company conducts its operations, along with other affiliated entities, in a
building owned by two of the Company's officers/shareholders, whereby it uses
the office facility and labor. On January 1, 2005, the Board of Directors of the
Company increased the estimated value of the use of its office facility and
labor to $275,000 per year, due to increase in rent and labor. At June 30, 2005,
the Company recorded $111,969 as development costs.
Note 3: Pro Forma Provision for Salary Distributions and Income Taxes
The accompanying statements of operations include pro forma adjustments to
reflect as salaries distributions to officers/shareholders that were made while
the Company operated as an LLC, and to reflect an estimated provision for income
taxes. Prior to the reverse acquisition, the Company was organized as a limited
liability company and, consequently, was not subject to income tax. The
effective income tax rate used on the pro forma adjustments is that estimated
had the Company been a C corporation.
F-5
FALCON RIDGE DEVELOPMENT INC.
(FORMERLY POCKETSPEC TECHNOLOGIES, INC.)
Notes to Condensed Financial Statements
(Unaudited)
Note 4: Land Development Costs
Land and development costs, consist of the following:
June 30,
2005
----------
Land acquisition costs ...................... $ 382,001
Land development costs ...................... 715,579
Capitalized interest ........................ 63,554
----------
$1,161,134
==========
Note 5: Reverse Merger and Sale of Subsidiary
On May 20, 2005, Sierra Norte LLC exchanged certificates representing 100
percent of its equity securities for 100,000,000 shares of the common stock of
PTI. The acquisition has been treated as a recapitalization of Sierra Norte LLC,
a New Mexico limited liability company, with PTI the surviving legal entity.
Since PTI had, after the sale of its color comparison devices business, minimal
assets, (consisting of cash) and no operations, the recapitalization has been
accounted for as the sale of 37,265,372 shares of common stock for the net
assets of PTI. Costs of the transaction have been charged to the period. After
the closing of the acquisition, there were 137,265,372 shares of common stock of
the Company issued and outstanding.
Sierra Norte LLC is deemed to be the acquirer in the reverse merger and,
consequently, the assets and liabilities and historical operations that are
reflected in the accompanying financial statements are those of Sierra Norte LLC
and are recorded at the historical cost basis of Sierra Norte LLC.
Immediately following the closing, PTI sold to a group of its shareholders PTI's
color comparison devices business in exchange for an indemnification from
liabilities by these investors. These shareholders assumed the color comparison
devices business including its liabilities. The sale was consummated between
related parties. Accordingly, the sale was booked as a capital transaction and
no gain or loss on the transaction was recorded.
Note 6: Subsequent Events
Name Change and Re-incorporation
In July 2005, PTI changed its name to Falcon Ridge Development Inc. and merged
into Falcon Ridge Development Inc., a Nevada corporation.
Acquisition of Spanish Trails, LLC
On July 6, 2005, the Company entered into an exchange of securities whereby it
acquired 100% of the ownership of Spanish Trails, LLC ("STLLC"), a New Mexico
limited liability company, in exchange for the issuance of a total of
614,882,069 common shares. As a result, 752,507,441 shares of common stock were
issued and outstanding after the exchange. STLLC is a newly formed New Mexico
limited liability company incorporated to develop approximately 2,300 acres in
southern New Mexico into a residential and golf community.
F-6
Note 7: Restatement of Financial Statements
The Company has restated its financial statements for the period ended June 30,
2005. An oficer paid expenses totaling $150,000 on behalf of the Company
which were omitted in filed Form 10-QSB statements. The following table shows
the effect of the restatements:
As Previously As
Reported Restated
------------ ----------
As of June 30, 2005:
Indebtedness to related party 379,305 529,305
Total liabilities 1,389,192 1,539,192
Retained deficit (427,772) (577,772)
Total shareholders' deficit (79,863) (229,863)
For the six months ended June 30, 2005:
Selling, general and administrative expenses 41,490 191,490
Operating income (loss) 521,759 371,759
Net income (loss) 521,759 371,759
Pro forma adjustments:
Income taxes (96,918) (34,026)
Pro forma net income (loss) 394,841 307,733
For the three months ended June 30, 2005:
Selling, general and administrative expenses 24,646 174,646
Operating income (loss) 392,804 242,804
Net income (loss) 392,804 242,804
Pro forma net income (loss) 377,804 227,804
For the period from January 1, 2005 to June 30, 2005
Net income 521,759 371,759
Retained deficit - Balance at June 30, 2005 (427,772) (577,772)
Total Shareholders' deficit - Balance at June 30, 2005 (79,863) (229,863)
For the six months ended June 30, 2005
Cash flows from operating activities:
Net income (loss) 521,759 371,759
Net cash used in operating activities (260,903) (410,903)
Cash flows from financing activities:
Proceeds from related party loan 266,000 416,000
Net cash provided by financing activities 250,264 400,264
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The following discussion of our financial condition and results of
operations should be read in conjunction with, and is qualified in its entirety
by, the consolidated financial statements and notes thereto included in Item 1
in this Quarterly Report on Form 10-QSB. This item contains forward-looking
statements that involve risks and uncertainties. Actual results may differ
materially from those indicated in such forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-QSB and the documents incorporated herein
by reference contain forward-looking statements that have been made pursuant to
the provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates, and
projections about our industry, management beliefs, and certain assumptions made
by our management. Words such as "anticipates," expects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words, and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties, and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in any
such forward-looking statements. Unless required by law, we undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise. However, readers should
carefully review the risk factors set forth in other reports and documents that
we file from time to time with the Securities and Exchange Commission,
particularly the Report on Form 10-SB, and future Annual Reports on Form 10-KSB
and any Current Reports on Form 8-K.
Overview and History
We are a Nevada corporation with two subsidiaries. We are in the real
estate industry and acquire tracts of raw land develop them into residential
lots for sale to homebuilders. We plan to expand our operations into the
homebuilding business. We are located in the Albuquerque, New Mexico area.
Formerly we were a technology company which was in the business of developing
and marketing color comparison devices. Prior that time, we were in the real
estate development business. Originally we were in the retail arts and crafts
industry.
On May 20, 2005, we completed a reverse acquisition transaction. We
acquired Sierra Norte, LLC, a New Mexico limited liability company, which
thereby became a wholly-owned subsidiary of ours. Sierra Norte, LLC is a land
development company in the Albuquerque, New Mexico area. In addition, we have a
wholly-owned subsidiary known as Spanish Trails, LLC., a New Mexico limited
liability company.
As a result of the acquisition, Sierra Norte, LLC continues as a
wholly-owned subsidiary of ours and the former security holders of Sierra Norte,
LLC acquired a majority of our outstanding shares of common stock, par
value $.001 per share. For accounting purposes, Sierra Norte, LLC has been
deemed to be the acquirer in the acquisition and, consequently, the assets,
liabilities and historical operations that are reflected in the financial
statements are those of Sierra Norte, LLC, which are recorded at the historical
cost basis of Sierra Norte, LLC. The reverse acquisition was consummated under
Colorado law and pursuant to an Agreement and Plan of Reorganization, dated as
of May 20, 2005.
8
We reincorporated the company to Nevada from Colorado and changed the name
of the public company to Falcon Ridge Development Inc., after stockholder
approval on July 6, 2005. In connection with the name change, we acquired a new
trading symbol, FLRD.OB.
We have not been subject to any bankruptcy, receivership or similar
proceeding.
Results of Operations
We had revenues for the six months ended June 30, 2005 of $5,824,945,
compared to revenues of $1,332,311 for the six months ended June 30, 2004. We
had revenues for the year ended December 31, 2004 of $2,720,867, compared to
revenues of $931,634 for the year ended December 31, 2003. The revenues
represent lot closings by Sierra Norte. In 2004, we were finishing phase one and
were about midway through phase two and only receiving revenue from phase one
lot closings. In 2005, we had sold out phase one and began receiving revenue
from phase two. Lot closing are tied to construction and completion or partial
completion of the community and closing take place after completion.
Our costs of sales for the six months ended June 30, 2005 of $5,261,696,
compared to costs of sales of $1,432,180 for the six months ended June 30, 2004.
We had costs of sales for the year ended December 31, 2004 of $2,793,739,
compared to costs of sales of $1,031,403 for the year ended December 31, 2003.
Our selling, general and administrative expenses for the six months ended
June 30, 2005 of $191,490, compared to selling, general and administrative
expenses of $19,897 for the six months ended June 30, 2004. We had selling,
general and administrative expenses for the year ended December 31, 2004 of
$44,263, compared to selling, general and administrative expenses of $33,948 for
the year ended December 31, 2003. The major components of selling, general and
administrative expenses are salaries, payroll taxes and professional fees. We
have significantly expanded our operations as a public company in 2005. This is
reflected in the increased overhead. We also incurred fees related to the Sierre
Norte acquisition of $150,000 which were not included in our original filing of
this Form 10-QSB but are included in this amended filing.
We had net income of $244,841, or $0.00 per share, six months ended June
30, 2005 compared to a net loss of $435,583, or $0.00 per share, for the six
months ended June 30, 2004. Our loss for the year ended December 31, 2004 was
$748,769, or ($0.01) per share, compared to a net loss of $133,520, or $0.00 per
share, for the year ended December 31, 2003. The principal difference between
our gain compared to losses were distributions to our limited liability company
members.
Our principal source of revenue is the sales of lots in our real estate
project, Sierra Norte, LLC. In addition, we control approximately 2,300 acres in
a limited liability company known as Spanish Trails, LLC., which we plan to
develop. In this development, we plan to be a homebuilder as well as a land
developer. We have several potential projects which are in preliminary stages of
development and planning. We have an ongoing search for additional projects.
9
Liquidity and Capital Resources
Cash at June 30, 2005 was $140,618, compared to cash at June 30, 2004 of
$60,971. Cash at December 31, 2004 was $158,834, compared to cash at December
31, 2003 of $27,589.
Our net cash used in operating activities was $260,903 for the six
months ended June 30, 2005, compared to net cash provided by operating
activities of $33,382 for the six months ended June 30, 2004. Our net cash
provided by operating activities was $762,879 for the year ended December 31,
2004, compared to net cash used in operating activities of $283,055 for the year
ended December 31, 2003. The difference in all relevant periods was our real
estate development costs.
Our net cash provided by financing activities was $250,264 for the six
months ended June 30, 2005, compared to $-0- for the six months ended June
30, 2004. Our net cash used in financing activities was $631,634 for the year
ended December 31, 2004, compared to net cash provided by financing activities
of $310,644 for the year ended December 31, 2003. The cash used for investing
activities was related to progress payments on our projects and payments to our
lenders.
We have recently become profitable. Most of the costs of a development are
made in the initial phases of the project. We are in the latter stages of the
Sierra Norte project and expect it to be profitable. As we begin our next
project, we anticipate substantial initial development costs. Our profitability
depends upon our ability to develop, manage and sell real estate projects on a
timely basis and to control our costs. We expect that we will develop a more
consistent pipeline of activity as we mature and, thereby, a more consistent
source of revenues and profit. If we succeed in this effort and generate
sufficient revenues, we will remain profitable. We cannot guarantee that we will
continue to be profitable.
We do not intend to pay dividends in the foreseeable future.
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on our net results of operations,
financial position, or cash flows.
Seasonality
We do not expect our revenues to be impacted by seasonal demands for our
products or services.
Critical Accounting Policies
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires us to make a number of estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. Such estimates and
assumptions affect the reported amounts of revenues and expenses during the
reporting period. On an ongoing basis, we evaluate estimates and assumptions
based upon historical experience and various other factors and circumstances. We
believe our estimates and assumptions are reasonable in the circumstances;
however, actual results may differ from these estimates under different future
conditions.
10
We believe that the estimates and assumptions that are most important to
the portrayal of our financial condition and results of operations, in that they
require our most difficult, subjective or complex judgments, form the basis for
the accounting policies deemed to be most critical to us. These critical
accounting policies relate to bad debts, impairment of intangible assets and
long lived assets, contractual adjustments to revenue, and contingencies and
litigation. We believe estimates and assumptions related to these critical
accounting policies are appropriate under the circumstances; however, should
future events or occurrences result in unanticipated consequences, there could
be a material impact on our future financial conditions or results of
operations.
ITEM 3. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of the original filing of this report,
our Chief Executive Officer and our Chief Financial Officer evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-15b under the Securities Exchange Act of 1934.
Based on their review of our disclosure controls and procedures, they have
concluded that our disclosure controls and procedures are effective in timely
alerting each of them to material information relating to us that is required to
be included in our periodic SEC filings. Further, there were no significant
changes in the internal controls or in other factors that could significantly
affect these disclosure controls after the evaluation date and the date of this
report. Nor were there any significant deficiencies or material weaknesses in
such disclosure controls and procedures requiring corrective actions. As a
result, no corrective actions were taken.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings, to which we are a party, which could have a
material adverse effect on our business, financial condition or operating
results.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held our annual Shareholders Meeting on July 6, 2005. A total of
100,200,000 shares out of 137,265,372 shares were present in person or by proxy.
Our shareholders voted to amend our Articles of Incorporation to change our name
to Falcon Ridge Development Inc., to change our domicile to the State of Nevada,
to merge with Falcon Ridge Development Inc., a Nevada company, and to ratify and
approve the appointment of Cordovano and Honeck, LLP as our independent
registered public accounting firm for the fiscal year end. A total of
100,200,000 shares voted in favor of the measure, with -0- negative votes, and
- -0- abstentions.
11
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
- --------
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a)/15(d)-14(a)
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a)/15(d)-14(a)
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2 002
Reports on Form 8-K
- -------------------
We filed the following reports on Form 8-K during the fiscal quarter: April 28,
2005, relating to a change of accountants; May 20, 2005, an amended Form 8K
relating to the change of accountants; May 24, 2005, relating to our acquisition
of Sierra Norte, LLC; and June 14, 2005, relating to the appointment of officers
and directors.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Falcon Ridge Development Inc.
Dated: December 22, 2005 By: /s/ Fred M. Montano
------------------ ---------------------------
Fred M. Montano
President, Chief Executive Officer,
and Director
Dated: December 22, 2005 By: /s/ Karen Duran
----------------- ---------------------------
Karen Duran
Vice President,
Treasurer, Chief Financial Officer
13